Tax Periods Ending Before the Closing Date. Buyer will prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns for the Partnership and its Subsidiaries for all Tax periods ending on or prior to the Closing Date that are filed after the Closing Date. Buyer will provide Seller with copies of any such Tax Returns for Seller’s reasonable review and comment, # at least thirty (30) Business Days prior to the due date hereof (giving effect to any extensions thereto) in the case of income Tax Returns and # as soon as practicable in the case of all other Tax Returns.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer will timely prepare, or cause to be prepared, and timely file, or cause to be filed, all Tax Returns for the Partnership and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date (the “Straddle Period Returns”). Buyer will provide Seller with copies of any Straddle Period Returns # at least thirty (30) Business Days prior to the due date thereof (giving effect to any extensions thereto) in the case of income Tax Returns and # as soon as practicable in the case of all other Tax Returns, accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that relate to the portion of such Tax period ending on the day immediately preceding the Closing Date (the “Pre-Closing Taxes”) and the amount of any refunds of Taxes, if any, that relate to the portion of such Tax period ending on the day immediately preceding the Closing Date (the “Pre-Closing Tax Refunds”). If Seller agrees with the Straddle Period Returns and Straddle Statement, Seller shall pay to Buyer (or, in the case of any Pre-Closing Tax Refunds, Buyer shall pay to Seller), not later than five (5) Business Days before the due date for the payment of Taxes with respect to such Straddle Period Returns, an amount equal to 50% of the Pre-Closing Taxes as shown on the Straddle Statement except to the extent the Taxes are reflected or accrued on the Partnership’s financial statements on the Closing Date and an amount equal to 50% of the Pre-Closing Tax Refunds as shown on the Straddle Statement except to the extent the Pre-Closing Tax Refunds are reflected or accrued on the Partnership’s financial statements on the Closing Date. If Seller # notifies Buyer that it disputes the manner of preparation of the Straddle Period Returns or the Pre-Closing Taxes calculated in the Straddle Statement and # provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Returns and Straddle Statement, then Buyer and Seller shall attempt to resolve their disagreement within five (5) Business Days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by Seller and half by Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the day immediately preceding the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the day immediately preceding the Closing Date (i.e., the Pre-Closing Taxes) will be deemed to equal the amount that would be payable if the relevant Tax period ended on the day immediately preceding the Closing Date.

Preparation and Filing of Pre-Closing Period Tax Returns of the Company and its Subsidiaries. The Seller shall, at the Seller’s cost and expense, prepare, or cause to be prepared all Pre-Closing Period Tax Returns required to be filed by or on behalf of the Company. The Seller shall pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns of each of the Company; provided, however, that if # any Pre-Closing Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by the Buyer, the Seller shall pay (in immediately available funds) to the Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Pre-Closing Period Tax Return (determined pursuant to this Section 16) no later than three (3) Business Days prior to the earlier of the date such Pre-Closing Period Tax Return is filed or the Due Date of such Pre-Closing Period Tax Return. In the event that such Pre-Closing Period Tax Return reflects any refund, the provisions of Section 16(f) (Refunds) shall control.

Amended Tax Returns. Unless otherwise required by applicable Law, Buyer will not cause or permit the Partnership to # file or amend or otherwise modify any Tax Return that relates in whole or in part to any Tax period that ends before the Closing Date, # make or change any election for, or that has any retroactive effect to, any Tax period that ends before the Closing Date, # voluntarily approach any Tax Authority with respect to any Tax period that ends before the Closing Date or any Taxes attributable to any such period, or # extend or waive the statute of limitations with respect to any Tax period that ends before the Closing Date, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld.